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FOR IMMEDIATE RELEASE: July 13, 2000
CONTACT: Ted Sharp
Chief Financial Officer
Key Technology, Inc.
(509) 529-2161
KEY TECHNOLOGY COMPLETES MERGER
WITH ADVANCED MACHINE VISION CORPORATION
KEY APPOINTS GENERAL MANAGER TO SRC VISION
WALLA WALLA, WA - Key Technology, Inc. (NASDAQ/NMS: KTEC), a world leader in
process automation equipment primarily for the food processing industry,
announced today that it has completed its previously announced merger with
Advanced Machine Vision Corporation (NASDAQ:AMVC). The merger was approved by
both Key and AMVC shareholders at special meetings of shareholders held on
July 12, 2000.
AMVC is comprised of two subsidiaries--SRC VISION, Inc. and Ventek, Inc. SRC
VISION, located in Medford, Oregon and Eindhoven, the Netherlands, designs and
manufactures machine vision systems for the food processing industry and
industrial markets including tobacco, plastics and pulp wood industries. Ventek,
located in Eugene, Oregon, designs and assembles machine vision systems for
automated inspection and process control in the plywood and wood panel
industries.
As a result of the merger, SRC VISION will operate as a business unit of Key
Technology and its activities will be integrated into the Company's existing
organizational structure. The new business unit will focus on applications in
the industrial processing markets, providing complete systems for automated
inspection including both Key and SRC VISION products. Key's Automated
Inspection Systems business unit will focus on applications in the food
processing industry and will also offer products from both the Key and SRC
VISION product lines.
Products for both the AIS business unit and the SRC VISION business unit will
be manufactured
150 Avery, Walla Walla, WA 99362-1668 U.S.A.
Telephone: 509-529-2161 - Administration Fax: 509-522-3378 - Web Site:
www.keyww.com
<PAGE>
in Walla Walla at the Company's headquarters. Key will begin moving SRC VISION's
manufacturing operations from Medford to Walla Walla later this year. The move
is expected to be complete by February 2001. Key plans to operate Ventek, Inc.
as a business unit at its current location in Eugene, Oregon.
"The combination of the existing capabilities of Key and AMVC clearly positions
Key as the worldwide leader in our markets and expands our opportunities for
growth in both the food and industrial processing industries," commented Thomas
C. Madsen, President and CEO.
"As a result of the merger completion, we will aggressively move forward with
our plans to expand geographic and market sector sales coverage, allowing us to
better respond to the needs of our current customers and to develop new business
opportunities. In addition, our combined R&D organization will focus on the
research and development of new technologies to improve our customers' quality,
safety and productivity. As we integrate the operations of the two companies, we
expect to realize the synergies of the combined organization by reductions in
operating costs and redundant programs, combining sales and marketing programs,
and pull-through sales of our Specialized Conveying Systems products."
Key also announced the appointment of Rod Larson to the positions of Vice
President-General Manager of SRC VISION and Vice President-General Manager of
Service. Mr. Larson has more than ten years of experience in competitive, global
business and is intimately familiar with SRC VISION's business. Since last
spring, he has held the position of Vice President of Sales and Marketing for
SRC VISION with responsibility for sales management, development of marketing
strategies, market research and communications, and applications development and
engineering. From 1997 to 1999, Mr. Larson was General Manager of Frigoscandia,
Inc., a subsidiary of FMC Corporation and manufacturer and supplier of freezing
and refrigeration systems. Prior to that, he was Director of Business
Integration for Frigoscandia. Previous roles with FMC include Director of
Sales/Marketing and Manager of International Marketing, both in the Packaging
and Material Handling Division, and Business Planner for FMC's Corporate
Development.
150 Avery, Walla Walla, WA 99362-1668 U.S.A.
Telephone: 509-529-2161 - Administration Fax: 509-522-3378 - Web Site:
www.keyww.com
<PAGE>
Mr. Larson earned his Bachelor of Science degree from Arizona State University,
and his Master of Science degree in Materials Engineering from the University of
Missouri-Rolla. He also holds an MBA from the Stanford Graduate School of
Business. Mr. Larson has benefited from a wide range of experiences, having
lived and worked in Latin America and Europe, and has traveled extensively in
Asia-Pacific.
"Rod's knowledge of SRC VISION products and markets will provide a strong base
of information and history from which to continue bringing these products to
market. I believe his effective management style will facilitate the integration
of the SRC and Key teams, and allow us to be successful in achieving the
synergies we expect. Rod's vision for the combined company is strong and very
much in line with the values and goals of Key's current leadership staff,"
commented Madsen.
As a result of the merger, approximately sixty employees in Medford will be laid
off over a period of six months ending February 2001. This will allow for
continued manufacturing of SRC VISION products while transitioning that
manufacturing operation to Walla Walla. Key expects to relocate approximately
twenty SRC VISION employees to Walla Walla during the transition period, as
well. In addition, to the layoffs in Medford, there were a number of personnel
changes in Walla Walla, including a reduction of five employees and the
re-assignment of a number of other employees. Key has offered a severance
package and the services of an outplacement agency to those employees who have
been displaced.
Key does not plan to make any changes to the facilities or personnel at
Ventek, Inc. in Eugene, Oregon or at Farmco, Inc. in Redmond, Oregon. Key
announced the closing of the acquisition of Farmco in June of this year.
150 Avery, Walla Walla, WA 99362-1668 U.S.A.
Telephone: 509-529-2161 - Administration Fax: 509-522-3378 - Web Site:
www.keyww.com
<PAGE>
Key Technology, an ISO-9000 certified company, is a leading designer and
manufacturer of process automation systems, primarily for the food processing
industry, which integrate electro-optical inspection and sorting, specialized
conveying and product preparation equipment. Key systems allow processors to
improve quality, increase yield and reduce cost. With worldwide sales and
service, the company maintains manufacturing facilities and demonstration
laboratories in Beusichem, the Netherlands and Walla Walla, WA.
COMMENTS INCLUDED IN THIS DOCUMENT MAY INCLUDE "FORWARD-LOOKING STATEMENTS"
WITHIN THE MEANING OF THE FEDERAL SECURITIES LAWS. THESE STATEMENTS AS TO
ANTICIPATED FUTURE RESULTS ARE BASED ON CURRENT EXPECTATIONS AND ARE SUBJECT TO
A NUMBER OF RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED OR DISCUSSED HERE. SUCH RISKS AND UNCERTAINTIES
ARE DETAILED IN THE COMPANY'S ANNUAL REPORT ON EXHIBIT 99.1 OF THE FORM 10-K
FILED WITH THE SEC IN DECEMBER 1999 AND ARE INCORPORATED HEREIN BY REFERENCE.
THE COMPANY CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON ANY SUCH
FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY
DISCLAIMS ANY OBLIGATION SUBSEQUENTLY TO REVISE FORWARD-LOOKING STATEMENTS TO
REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT
THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS.
NOTE: NEWS RELEASES AND OTHER INFORMATION ON KEY TECHNOLOGY, INC. CAN BE
ACCESSED AT WWW.KEYWW.COM ON THE INTERNET
150 Avery, Walla Walla, WA 99362-1668 U.S.A.
Telephone: 509-529-2161 - Administration Fax: 509-522-3378 - Web Site:
www.keyww.com
